Benjamin Smeal
Evoke PharmaAbout Benjamin Smeal
Independent director of Evoke Pharma since October 18, 2024; age 47. Background spans investment management (Willett Advisors – Bloomberg family office; Kenmare Management hedge fund) and marketing (Marketing Director at Overstock.com). Education: B.A. in Political Economy (Williams College) and M.B.A. (Columbia Business School, focus on Value Investing). Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willett Advisors (Michael R. Bloomberg family office) | Associate Director, Public Equities | Apr 2017–Apr 2018 | Public equities oversight; strategic investment analysis |
| Kenmare Management | Senior Investment Analyst | Nov 2007–Apr 2017 | U.S. equity research and portfolio support |
| Overstock.com | Marketing Director | Not disclosed | Traditional and digital marketing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ImageWare Systems, Inc. | Director | Nov 2020–Dec 2020 | Short-term board service |
| Owens Realty Mortgage, Inc. | Director | Aug 2018–Mar 2019 | Public company board experience |
Board Governance
- Committee assignments:
- Audit Committee: member; committee met 4 times in 2024; Reed is chair; all members independent .
- Compensation Committee: served during 2024; committee met 2 times; none were employees; no reciprocal interlocks disclosed .
- Nominating & Corporate Governance: post-appointment in Oct 2024, served as member; the committee did not meet in 2024 .
- Independence and attendance: Board determined independence; each director attended at least 75% of meetings in 2024; all directors attended the 2024 annual meeting .
- Board leadership: independent chair (Cam L. Garner); CEO and chair roles separated .
Fixed Compensation (Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $0 | Board agreed to forego cash compensation for 2024 |
| Option Awards (Grant-date fair value) | $26,573 | Initial option grant upon appointment; ASC 718 valuation |
| Total | $26,573 |
Director compensation program (equity-only for 2024): initial grant 5,833 options vesting over three years; annual option grants at each annual meeting: 1,000 options per director; additional options for board/committee chairs and members (e.g., audit chair +250; audit members +125; compensation chair +187; compensation members +93; nominating chair +125; nominating members +62); annual grants vest after one year .
Performance Compensation (Equity Awards & Vesting)
| Award Type | Grant Date | Shares | Vesting | Fair Value |
|---|---|---|---|---|
| Non-employee director stock options | Oct 18, 2024 | 5,833 | 1/3 on each of the 1st, 2nd, 3rd anniversaries of grant, service-based | $26,573 (ASC 718) |
No performance (financial/ESG) conditions are attached to director equity; awards are service-based options at FMV on grant date .
Other Directorships & Interlocks
- 2024 Compensation Committee Interlocks: Garner, Brady, Hill, and Smeal served; none were Evoke officers; no executive reciprocal interlocks disclosed .
- Appointment rights: Smeal was appointed under nominating rights granted to Nantahala Capital Management, a 15.99% beneficial owner—creates a shareholder-designee dynamic to monitor .
Expertise & Qualifications
- Finance and investing: decade-long hedge fund/FO experience; corporate governance exposure .
- Operations/marketing: digital/traditional marketing leadership at Overstock.com .
- Education: Williams College (B.A.), Columbia Business School (M.B.A.) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | — (<1%) | No shares or options exercisable within 60 days as of Mar 24, 2025; percent indicated as “*” (<1%) |
| Options – Exercisable | 0 (Dec 31, 2024) | |
| Options – Unexercisable | 5,833 (Dec 31, 2024) | Initial director grant |
| Pledged/Hedged | Not disclosed | Insider Trading Compliance Policy in place |
In Nov 2024, non-employee directors voluntarily canceled 15,785 out-of-the-money options for no consideration—shareholder-friendly signal .
Governance Assessment
-
Positive signals
- Independent status; on audit committee with financial literacy; audit chaired by CPA Vickie Reed .
- Board forwent cash director pay in 2024; equity-only comp aligns incentives with shareholders .
- OTM option cancellation in Nov 2024 reduces optics of “pay for failure” .
-
Watch items / RED FLAGS
- Shareholder-designee appointment via Nantahala nominating rights; monitor independence in decisions involving large holders .
- Nominating & Governance Committee inactivity in 2024; ensure cadence improves post-appointment .
- Beneficial ownership near-zero initially; alignment will depend on vesting over time .
-
Engagement and attendance: Board met 6 times in 2024; each director ≥75% attendance; Smeal’s committee participation noted; all directors attended the 2024 annual meeting .
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Transaction support agreements: Directors/key employees entered tender and support agreements in connection with proposed acquisition by QOL Medical; approximately 10.4% of outstanding shares subject to support agreements—alignment with board’s unanimous recommendation; standard in change-of-control processes .
No related-party transactions involving Smeal disclosed; indemnification agreements standard for directors .